Your Directors have pleasure in presenting herewith the
Twenty-Third Annual Report on the business and operations
of your Company along with the Audited Standalone and
Consolidated Financial Statements and the Auditors' Report
thereon for the year ended 31^st March, 2025.

FINANCIAL RESULTS, STATE OF AFFAIRS OF THE
COMPANY AND FINANCIAL PERFORMANCE

The Company's standalone and consolidated performance
during the financial year ended 31^st March, 2025, as
compared to the previous financial year, is summarised
below:

SHARE CAPITAL

The issued, subscribed and paid-up Equity Share Capital of
the Company is ' 65,56,60,220 (Sixty-Five Crore, Fifty-Six
Lakhs, Sixty Thousand, Two Hundred and Twenty) divided
into 6,55,66,022 (Six Crore Fifty Five Lakhs Sixty Six Thousand
and Twenty -Two) equity shares of ' 10/- (Rupees Ten) each
as on 31^st March, 2025.

TRANSFER TO RESERVES

The Company proposes to transfer 184.70 Million to the
General Reserve out of amount available for appropriation,
and an amount of 1,588.17 Million is proposed to be
retained in profit and loss account.

DIVIDEND

Based on the Company's performance and the business of
the Company, your directors are pleased to recommend
final dividend of Re. 1 per equity share of ' 10 each for the
financial year 2024-2025 for approval of shareholders at the
ensuing Annual General Meeting.

Pursuant to the requirements of Regulation 43A of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ('Listing
Regulations'), the Dividend Distribution Policy of the
Company is available on the Company's website at https://
www.jupiterhospital.com/wp-content/uploads/2023/12/
Dividend-Distribution-Policy-v2.pdf

INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, your Company was not
required to transfer any funds to Investor Education and
Protection Fund (IEPF).

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business carried
on by your Company or its subsidiaries during the year
under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Composition of Board of Director

The Board of Directors is duly constituted and consists of
the 9 (Nine) Directors out of which 5 (Five) are Independent
Directors as on the close of the financial year. The details of
the composition of Board of Directors are mentioned in the
Corporate Governance Report forming part of the Annual
Report.

In pursuant to the provisions of Section 152 of the Companies
Act, 2013, Dr. Ankit Thakker (DIN: - 02874715), Executive
Director and CEO of the Company retires by rotation at
the ensuing Annual General Meeting and being eligible,
offer himself for reappointment. Based on the performance
evaluation and recommendation of the Nomination and
Remuneration Committee, the board recommends his re¬
appointment.

KEY MANAGERIAL PERSONNEL

(i) Declaration by Independent Directors:

The Company has received the necessary declarations
from each of the Independent Director under Section
149(7) of the Act, stating that he/she meets the criteria
of independence laid down in Section 149(6) of the Act
and Regulation 25(8) of the SEBI Listing Regulations and
there has been no change in the circumstances which
may affect their status as independent director during
the year. The Independent Directors have also confirmed
compliance with the provisions of rule 6 of Companies
(Appointment and Qualifications of Directors) Rules,
2014, as amended, relating to inclusion of their name in
the databank of Independent Directors. The Board has
taken on record these declarations after undertaking the
due assessment of the veracity of the same.

Also, the Independent Directors have complied with
the Code for Independent Directors prescribed in
Schedule IV of the Act and have confirmed that they are
in compliance with the Code of Conduct for Directors
and Senior Management personnel formulated by the
Company.

Based on the declaration received from all the
Independent Directors and in the opinion of the Board,
all Independent Directors possess integrity, expertise,
experience and proficiency and are independent of the
management.

During the year under review, none of the Independent
Directors of the Company has had any pecuniary
relationship or transactions with the Company, other
than sitting fees.

The terms and conditions of appointment of
Independent Directors are placed on the website of the
Company at https://www.jupiterhospital.com/thane/
investor-relations/corporate-governance/codes-and-
policies/

(ii) Board Evaluation

Pursuant to the provisions of the Act and the corporate
governance requirements as prescribed by SEBI Listing
Regulations, the Board of Directors ('Board') has carried
out an annual evaluation of its performance and that of
its individual Directors.

The Board evaluation was conducted through
questionnaire designed with qualitative parameters
and feedback based on ratings.

The criteria for performance evaluation of the Board
included aspects like Board composition and structure;
effectiveness of Board processes, information and
functioning etc.

(iii) Independent Directors Meeting

A separate meeting of the Independent Directors
without the presence of the Chairman, the Managing

Director or other Non-Independent Director(s) or
any other Management Personnel was held on 7^th
February, 2025. The Independent Directors reviewed
the performance of Non-Independent Directors,
Committees of the Board and the Board as a whole along
with the performance of the Chairman of the Company
and assessed the quality, quantity and timeliness of
flow of information between the management and the
Board that is necessary for the Board to effectively and
reasonably perform their duties.

(iv) Familiarisation Programme for Independent
Directors

Your Company has in place a structured induction
and familiarisation programme for its Directors. Upon
appointment, Directors receive a Letter of Appointment
setting out in detail, the terms of appointment, duties,
responsibilities, obligations, Code of Conduct for
Prevention of Insider Trading and Code of Conduct
applicable to Directors, Key Managerial Personnel and
Senior Management Personnel.

They are also updated on all business-related issues
and new initiatives. Independent Directors are also
encouraged to visit the facilities of the Company
and engage with Senior Management. Regular
presentations and updates on relevant statutory
changes encompassing important laws are made and
circulated to the Directors.

Such familiarisation programmes help the Independent
Directors to understand the Company's strategy,
business model, operations, markets, organisation
structure, risk management etc. and such other areas
as may arise from time to time.

The policy on the familiarisation programmes imparted
to the Independent Directors is posted on the website
of the Company and may be accessed at: https://
www.jupiterhospital.com/thane/investor-relations/
corporate-governance/codes-and-policies/

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Regulation 34(2) of the Listing Regulations,
a Management Discussion and Analysis Report forms part
of this Report. The state of the affairs of the business along
with the financial and operational developments have been
discussed in detail in the Management Discussion and
Analysis Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

A Business Responsibility and Sustainability Report,
detailing the various initiatives taken by your Company on
the environmental, social and governance front, forms an
integral part of the Annual Report.

CORPORATE GOVERNANCE REPORT

The Company has always been committed to the principles
of Good Corporate Governance which helps enhancement
of long-term shareholder value and interest. This is
achieved through increased awareness for responsibility,
transparency and professionalism and focus for effective
control and management of the organisation.

The Board of Directors of the Company is committed to
adopt the best practices of corporate governance and
constant review of the Board processes, practices and the
management systems is to maintain a greater degree of
responsibility and accountability.

The Corporate Governance report is attached as Annexure I
to this Report.

The compliance certificate from the Practising Company
Secretary regarding compliance of conditions of Corporate
Governance forms part of this Report and is attached as
Annexure II.

The Board of Directors of the Company has adopted a
Code of Conduct and the same has been hosted on the
Company's website at https://www.jupiterhospital.com/
Code-Of-Conduct.pdf.

The Directors and Senior Management Personnel have
affirmed their compliance with the Code for the year ended
31^st March, 2025.

SUBSIDIARY COMPANIES, ASSOCIATE COMPANIES
AND JOINT VENTURES

A report on the performance and financial position of each
of the subsidiaries and their contribution to the overall
performance of the Company for the financial year ended
31 ^st March, 2025 in prescribed Form AOC -1 as per the
Companies Act, 2013 is set out in Annexure III and forms
an integral part of this Annual Report.

Your Company has three subsidiaries, the details of which
are as follows:

(i) Jupiter Hospital Projects Private Limited (JHPPL)
Corporate Information

Jupiter Hospital Projects Private Limited was
incorporated as a private limited company on 12^th
October, 2011 under the Companies Act, 1956. Its CIN
is U74900MP2011PTC054377 and its registered office
is situated at Vishesh Jupiter Hospital, Scheme No. 94,
Sector No. 1, Ring Road, Near Teen Imli Square, Indore
- 452 020, Madhya Pradesh, India. JHPPL is Material
Subsidiary of the Company.

Shareholding pattern

The shareholding pattern of JHPPL as on 31^st March,
2025, is as provided below:

(ii) Medulla Healthcare Private Limited (MHPL)
Corporate Information

Medulla Healthcare Private Limited was incorporated
as a private limited company on 29^th June,
2022 under the Companies Act, 2013. Its CIN is
U85300MH2022PTC385705 and its registered office
is situated at 1004, 360 Degree Business Park, Next
to R Mall, LBS Marg, Mulund, Mumbai - 400080,
Maharashtra, India. MHPL is wholly owned subsidiary
of the Company.

Shareholding pattern

The shareholding pattern of MHPL as on 31^st March,
2025, is as provided below:

(iii) Jupiter Hospital Pharmacy Private Limited
Corporate Information

Jupiter Hospital Pharmacy Private Limited was
incorporated as a private limited company on
2^nd March, 2025 under the Companies Act, 2013. Its

CIN is U46497MH2025PTC441784 and its registered
office is situated at Jupiter Hospital Building, Eastern
Express Highway, Thane - 400601, Maharashtra, India.

Shareholding pattern

The shareholding pattern of Jupiter Hospital Pharmacy
as on 31^st March, 2025, is as provided below:

4 Nominee shareholders holding one shares each
alongwith Jupiter Life Line Hospitals Limited has been
appointed.

Other than disclosed above your Company does not
have any other subsidiary company

MEETINGS OF THE BOARD

During the year under review Four (4) meetings of the Board
were held. The dates, attendance of the Directors and other
details of the meetings are given in the Report on Corporate
Governance Report.

The necessary quorum was present at all the meetings. The
maximum interval between any two meetings did not exceed
120 days, as prescribed by the Act and Listing Regulations.

Further, the details of composition of the committees, dates
of the meeting of the committee, attendance at the meeting
and other details are given in the Report on Corporate
Governance Report forms a part of the Board's Report.

AUDITORS

(i) Statutory Auditors

The Auditors, M/s. Aswin Malde & Co. bearing
Membership No.032662, Chartered Accountants were
appointed as Statutory Auditors of your Company
for a period of Five (5) years, to hold office from the
conclusion of the 20^th annual general meeting till 25^th
annual general meeting on such remuneration as may
be decided by the Board and they continue to be the
Statutory Auditors of the Company.

The Notes on financial statements referred to in the
Auditors' Report are self-explanatory and do not call
for any further comments. The Auditor in their report
has not made any qualifications, reservations, or
adverse remarks for the FY 2024-25.

(ii) Internal Auditors

Pursuant to the provisions of Section 138 of the Act
read with the Companies (Accounts) Rules, 2014,

M/s. Varma & Varma, Chartered Accountants., were
appointed as Internal Auditors to undertake internal
audit of the Company for FY 2024-25.

The Internal Audit Report does not contain any
qualification, reservation, or adverse remark.

(iii) Secretarial Auditors

Pursuant to the provisions of Section 204 of the
Act, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
M/s. Yogesh Sharma & Co. (CP No. 11305), Practicing
Company Secretaries, were appointed as the Secretarial
Auditor to undertake Secretarial Audit of the Company
for the FY 2024-25. The Secretarial Audit Report for
the FY 2024-25 as required under the Act read with
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation 24A
of the SEBI Listing Regulations, is set out in Annexure IV
to this Report.

The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.

(iv) Cost Auditors

The Board of Directors of the Company has
approved appointment of M/s. V. J. Talati & Co., Cost
Accountant Firm, Mumbai (Membership No. M/26963)
as the cost auditors to carry out auditing of cost
records for the FY 2025-26. At a Remuneration of
' 1,80,000/- exclusive of taxes and reimbursement of
out-of- pocket expenses incurred, if any, in connection
with the cost audit subject to ratification by the
members of the Company. The board of directors
proposes ratification for the remuneration payable to
M/s. V. J. Talati & Co., Cost Accountants for cost audit
for the FY 2025-26, at the ensuing Annual General
Meeting.

The Cost Audit Report issued by the M/s. V. J. Talati
& Co. for the FY 2024-25 does not contain any
observation or qualification requiring explanation or
comments from the Board under Section 134(3) of the
Companies Act, 2013.

MAINTENANCE OF COST RECORDS

Pu rsuant to the provisions of Section 148 of the Act, read with the
Companies (Cost Records and Audit) Rules, 2014, as amended
from time to time, the Company is required to maintain Cost
Records under Rule 3 of the said Rules. Accordingly, the
Company has duly maintained the Cost Records in the format
prescribed under Rule 5 of the said Rules.

POLICIES

(i) Vigil Mechanism/ Whistle Blower Policy

In compliance with the provisions of Section 177(9)
of the Act and SEBI Listing Regulations, the Company

has framed a Whistle Blower Policy establishing vigil
mechanism, to provide a formal mechanism to the
Directors and employees to report their concerns
about unethical behaviour, actual or suspected fraud
or violation of the Company's Code of Conduct or
ethics policy. Besides, as per the requirement of Clause
6 of Regulation 9A of SEBI (Prohibition of Insider
Trading) Regulations as amended by SEBI (Prohibition
of Insider Trading) (Amendment) Regulations, 2018,
the Company ensures to make employees aware of
such Whistle Blower Policy to report instances of leak
of unpublished price sensitive information.

The Policy provides for adequate safeguards against
victimisation of employees who avail of the mechanism
and also provides for direct access to the Chairperson
of the Audit Committee. It is affirmed that no personnel
of the Company have been denied access to the Audit
Committee and there was no such reporting during the
FY 2024-25. The policy of vigil mechanism is available
on the Company's website and can be accessed at:
https://www.jupiterhospital.com/Whistle-Blower-
Policy.pdf

(ii) Nomination and Remuneration Policy

I n compliance with the requirements of Act and Rules
made thereunder and pursuant to Regulation 19 of the
SEBI Listing Regulations read with Schedule II Part D
to the said Regulations, the Board of Directors has a
Nomination and Remuneration Policy for its Directors,
Key Managerial Personnel, Functional Heads and other
employees of the Company.

The Salient features of the policy are as below:

• I t aims to ensure fair and adequate remuneration
for Directors, Key Managerial Personnel, and
Senior Management Personnel.

• It adheres to legal requirements and promotes
principles of integrity, performance-based
rewards, and board diversity.

• The policy covers appointment criteria, term limits,
evaluation criteria for directors, and guidelines for
remuneration. It emphasises transparency and is
effective immediately upon adoption.

During the year under review, there has been no
change to the Policy.

The Nomination and Remuneration Policy of the
Company is available on the website of the Company
and can be accessed at the following web link: https://
www.jupiterhospital.com/thane/investor-relations/
corporate-governance/codes-and-policies/

(iii) Corporate Social Responsibility (CSR)

In accordance with Section 135 of the Act, as amended
read with the Notification Issued by the Ministry of

Corporate Affairs and the rules made thereunder,
the Company has formulated a Corporate Social
Responsibility Policy, a brief outline of which, along
with the required disclosures, is given in Annexure V,
which is annexed hereto and forms a part of the Board's
Report.

The detail of the CSR Policy is also posted on the
Company's website and may be accessed at: https://
www.jupiterhospital.com/CSR-Policy.pdf

(iv) Dividend Distribution Policy

The Company has adopted a Dividend Distribution
policy in terms of Regulation 43A of SEBI Listing
Regulations which is available on the Company's
website can be accessed at: https://www.jupiterhospital.
com/Dividend-Distribution-Policy.pdf.

(v) Risk Management Policy

The Company has constituted a Risk Management
Committee consisting of Board Members who are
authorised to monitor and review Risk Management
plan. The Committee is also empowered, inter alia, to
review and recommend to the Board the modifications
to the Risk Management Policy. The Company has
prepared a Risk Management policy to identify, evaluate
the internal and external risks and opportunities in
particular financial, operational, sectoral, sustainability
(particularly, ESG related risks), information and cyber
security risks.

The policy also includes the business continuity plan
and the measures to be undertaken for risk mitigation
including systems and processes for internal control
of identified risks. Risk Management Policy enables
the Company to proactively manage uncertainties and
changes in the internal and external environment to
limit negative impacts and capitalise on opportunities.
The Company has laid down a comprehensive Risk
Assessment and Minimisation Procedure in accordance
with the requirements of the Act and the SEBI Listing
Regulations, which is reviewed by the Risk Management
Committee.

In terms of the applicable provisions of the SEBI
Listing Regulations, your Board has adopted a
Risk Management Policy, which is available on the
Company's website at: https://www.jupiterhospital.
com/Risk-Management-Policy.pdf

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

Information on Conservation of Energy, Technology
absorption and Foreign Exchange earnings and outgo
pursuant to Section 134(3)(m) of the Act, read with Rule
8(3) of the Companies (Accounts) Rules, 2014 is given in
Annexure VI to this Report.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES:

The statement containing particulars in terms of Section
197(12) of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of this Report
and is appended herewith as Annexure VII to the Boards'
Report.

The statement containing particulars in terms of Section
197(12) of the Companies Act, 2013 read with Rule 5(2) and
5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of this Annual
Report. Considering the first proviso to Section 136(1) of
the Companies Act, 2013, the Annual Report, excluding the
aforesaid information, is being sent to the Members of the
Company and others entitled thereto. The said information is
available for inspection at the Registered Office of the Company
during business hours on working days of the Company up
to the date of the ensuing Annual General Meeting. Any
shareholder interested in obtaining a copy thereof, may write
to the Secretarial Team of the Company in this regard.

RELATED PARTY TRANSACTIONS

All contracts or arrangements or transactions entered by
the Company with the Related Parties during the financial
year were in compliance with the applicable provisions of
the Act and the SEBI Listing Regulations. All such contracts
or arrangements, were entered into in the ordinary course
of business and at arm's length basis and approved by the
Audit Committee. Accordingly, the disclosure of related
party transactions as required under Section 134(3)(h) of the
Act in Form AOC-2 is not applicable.

Details of related party transactions entered into by the
Company, in terms of Ind AS-24 have been disclosed in the
notes to the Standalone/Consolidated Financial Statements
of the Company.

The Company has in place a Related Party Transactions
Policy, which is available on the Company's website at:
https://www.jupiterhospital.com/Policy-on-Related-Party-
Transactions.pdf.

LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees or investments covered under Section
186 of the Companies Act, 2013 form part of the Notes to
the Financial Statements forming part of the Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

Your Company has in place an adequate internal financial
control framework commensurate with the size, scale and
complexity of its operations with reference to financial
and operating controls, ensuring the orderly and efficient
conduct of business operations, adherence to policies,
safeguarding of assets and fraud prevention.

During FY 2024-25, such controls were tested and found to
be effective, with no significant weakness identified.

The Directors have in the Directors Responsibility Statement
confirmed the same to this effect.

CREDIT RATING

The Company has obtained credit rating for bank facilities
from ICRA Limited for the following long term and short¬
term borrowings and the same is available on website:
https://www.jupiterhospital.com/investor-relations/
investor-information/credit-rating/

EMPLOYEE STOCK OPTION PLAN

The Company does not currently have an Employee Stock
Ownership Plan (ESOP) scheme in place.

PUBLIC DEPOSITS

No public deposits have been accepted or renewed by your
Company during the financial year under review pursuant to
the provisions of Section 73 and 74 of the Act read together
with the Companies (Acceptance of Deposits) Rules, 2014.
Hence, the requirement for furnishing of details relating to
deposits covered under Chapter V of the Act or the details
of deposits which are not in compliance with Chapter V of
the Act is not applicable.

DIRECTORS' RESPONSIBILITY STATEMENT

As required by Section 134(3) of the Act, your Directors, to
the best of their knowledge and belief, confirm that:

1. In the preparation of the annexed accounts for the
Financial Year ended 31^st March, 2025, all the applicable
accounting standards have been followed along with
proper explanation relating to material departures, if any;

2. Your Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of
the Company at the end of the FY 2024-25 and of the
profit of the Company for that year;

3. Your Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

4. The said accounts have been prepared on a going
concern basis;

5. Proper internal financial controls laid down by the
Directors were followed by the Company and that
such internal financial controls are adequate and were
operating effectively; and

6. Proper systems to ensure compliance with the
provisions of all applicable laws have been devised
and that such systems are adequate and operating
effectively.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual
Harassment Policy in line with the requirements of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. An Internal Committee
has been set up to redress complaints received regarding
sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.

During the year FY 2024-25, the Company has not received
any complaint of sexual harassment. As on 31^st March, 2025
no complaints related to sexual harassment are pending for
disposal.

MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There have been no significant material orders passed by
Regulators, Courts, or Tribunals that would impact the going
concern status of the Company and its future operations.

Furthermore, there have been no material changes or
commitments that could affect the financial position of the
Company between the end of the Financial Year to which
the Financial Statements relate and the date of this report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards
i.e. SS-1 and SS-2, relating to 'Meetings of the Board of
Directors' and 'General Meetings', respectively issued by the
Institute of Company Secretaries of India.

ANNUAL RETURN

As required under Section 92(3) of the Act, Annual Return
is hosted on the website of the Company at https://www.
jupiterhospital.com/thane/investor-relations/annual-
report/annual-return/

GENERAL

Your directors state that: -

(i) There are no instances of fraud reported by the
Auditors under Section 143(12) during the Financial
Year ended 31^st March, 2025.

(ii) The Company has not issued any shares with differential
voting rights as per the Act.

(iii) The Company has not issued any sweat equity shares
under the Act.

(iv) There were no instances of non-exercising of voting
rights in respect of shares purchased directly by
employees under a scheme pursuant to Section 67(3)
of the Act read with Rule 16(4) of Companies (Share
Capital and Debentures) Rules, 2014

(v) There are no applications made or any proceedings
pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the Financial Year.

(vi) The requirement to disclose the details of difference
between amount of the valuation done at the time
of onetime settlement and the valuation done while
taking loan from the Banks or Financial Institutions
along with the reasons thereof, is not applicable.

(vii) The Company has not accepted any fixed deposits
and no amount of principal or interest is outstanding
during the financial year ended 31 ^st March, 2025.

ACKNOWLEDGEMENT

Your Company has been able to operate responsibly and
efficiently because of the culture of professionalism,
creativity, integrity, ethics, good governance and continuous
improvement in all functions and areas as well as the efficient
utilisation of the Company's resources for sustainable and
profitable growth.

Your Directors would like to express their sincere
appreciation to its stakeholder's, financial institutions,
bankers and business associates, Government authorities,
customers and vendors for their co-operation and support
and looks forward to their continued support in future.
Your Directors also place on record, their deep sense of
appreciation for the committed services by the employees
of the Company.

For and on behalf of the Board of Directors

Dr. Ajay Thakker

Chairman and Managing Director
DIN: 00120887

Date: 9^th May, 2025
Place: Mumbai